GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

8 ADDITIONAL INFORMATION Company information

TRADING IN FINANCIAL INSTRUMENTS As long as the inside information has not beenmade lawfullypublic, the member of the Board of Directors, the Chief Executive Officer and any person attending meetings of the Board of Directors holding inside information in the course of his/her duties about an issuer of financial instrumentsor a financial instrumentadmittedto a regulated market or a trading facility may not: use the inside informationthat he/she has, acquireor disposeof, ❯ or attempt to acquire or dispose of, on either his/her own behalf or on behalf of others, directly or indirectly, the financial instruments tied to that information or any financial instruments to which those instruments are tied; recommend to other persons that they acquire or dispose of, or ❯ have other persons acquire or dispose of, the financial instruments tied to that information or financial instruments to which those instruments are tied, based on the inside information. Compensation (i) The compensation of the Independent Directors provided for in Article R. 322-120-3of the French Insurance Code and, where applicable, of the non-votingDirectors is determinedby the Board on the recommendationof the Compensation and Appointments Committee within the limits set by the General Meeting. The allowancesgranted to Directors representingmembermutuals and to membersof the Mutual InsuranceAdvisoryBoard are set by the Board of Directors within the limits set btyhe General Meeting. The compensation granted to Independent Directors and, where applicable, to non-votingDirectors and the compensationgranted to Directors representing member mutuals are set out in the corporate governance report, appended to the management report. Directors who participate by phone in a regularly scheduled meeting of the Board of Directors or one of its committeesreceive no Directors’ fees. Executive Management 8.1.3.3 Within the frameworkof the powers conferred to the central body, the ExecutiveManagementis responsiblefor taking any necessary measures for the cohesion and proper operation of the network and therefore must, in particular: represent the organisationswithin the network with the French ❯ banking regulator (ACPR); ensure the applicationof the legislativeand regulatoryprovisions ❯ specific to the organisations within the network; organise audit and control duties within the network; ❯ ensure that retrocessions of organisations that it reinsures are ❯ sufficient to guarantee their solvency and compliancewith their commitments, report to the Board of Directors and propose any necessary measures;

issue, under the conditionsset out in the agreementon security ❯ and solidarityplans entered into betweenGroupamaAssurances Mutuelles and the organisationswithin the network, any useful instructions for engaging in the business of the organisations within the network and ensure their effective implementation; implement the organisationof the internal control programmeas ❯ well as the risk management policy; approve the appointment of the Chief Executive Officers of the ❯ organisations within the network, under the conditionsset out in the agreement on security and solidarity plans. Appendices to the internal bylaws 8.1.3.4 of the Board of Directors Appendix 1 Audit and Risk Management Committee PURPOSE OF THE COMMITTEE The purpose of the Audit and Risk Management Committee is as follows: to analyse the mid-year and annual financial statements ❯ distributedby GroupamaAssurancesMutuellesupon preparation of the accounts and to provide greater detail on certain items prior to their presentation to the Board of Directors; to ensure the relevance and permanence of the accounting ❯ principles and methods applied; to study changes and adaptations to the accounting principles ❯ and rules; to verify the accountingtreatmentof any significantaction carried ❯ out by Groupama Assurances Mutuelles; to examine the scope of consolidation of the consolidated ❯ companies and, as applicable, the reasons for which certain companies are not included therein; to examine significant off-balance sheet commitments; ❯ to review the financial investment policy and assets/liabilities ❯ management; to examine forecasts in advance and monitor their realisationby ❯ identifying the major gaps; to monitor the statutory audit by the statutory auditors of the ❯ annual financial statementsand the consolidatedand combined financial statements; to ensure that the internal data collectionand control procedures ❯ guarantee the quality and reliability of thCeompany’s accounts; to monitor the processof preparationof the financial information; ❯ to check, before publication, all accounting and financial information documents issued by Groupama Assurances Mutuelles; to manage the procedure for selecting the statutory auditors, ❯ review their activity schedule and their recommendations, prepare a notice on the total fees requested for performing the legal audit assignments, monitor the application of rules to ensure the independence of the statutory auditors and, where appropriate, authorise the statutory auditors’ provision of services other than the certificationof the financial statements;to this end, the committeemay ask to be notified of the fees paid by Groupama Assurances Mutuelles and its group to the

statutory auditors and their respective networks; to receive the reports of the statutory auditors; ❯

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Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES